Common use of Requests for Borrowings Clause in Contracts

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 5 contracts

Samples: First Lien Credit Agreement (Isos Acquisition Corp.), Security Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.)

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Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request (as provided in writing or Section 9.01) by telephone (and promptly confirmed a) in writing) and must be received by the Administrative Agent (by hand deliverycase of a Eurocurrency Borrowing, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) three Business Days prior any such notice of an ABR Revolving Borrowing to finance the requested day reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing of, conversion to or continuation of LIBO Rate Loans may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (or 12:00 p.m. one Business Day other than in the case of any Borrowing notice given in respect of LIBO Rate Loans to be made on the Closing Date) and (ii) on , which may be conditioned upon the requested date consummation of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (the Business Combination or, in each casethe case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, such later time as shall which may be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration conditioned as provided in the definition of “Interest Period,” (Aapplicable Incremental Assumption Agreement) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 4 contracts

Samples: First Lien Credit Agreement (Exela Technologies, Inc.), Credit Agreement, First Lien Credit Agreement (Exela Technologies, Inc.)

Requests for Borrowings. Each (a) To request a Borrowing, each conversion the Borrower shall notify the Applicable Administrative Agent of Loans from one Type to such request by: (a) telephone or (b) delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing Request signed by the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable Borrower; provided that any telephonic notice by the Borrower must be confirmed immediately by delivery to the Applicable Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)a written Borrowing Request. Each such notice must be in writing or by telephone received, (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (Ba) not later than 10:00 a.m. a.m., New York City time, three Business Days before the requested date of a proposed Borrowing denominated in Dollars to which the Term SOFR Rate Option or Daily Simple SOFR Option applies or the conversion to or the renewal of any such BorrowingInterest Rate Option for any Loans denominated in Dollars, (ii) not later than 10:00 a.m., New York City time, four Business Days before the date of a proposed Revolving Borrowing denominated in Alternative Currencies to which the Term Rate Loan Option or Daily Simple RFR Option applies, or the conversion to or continuationrenewal of a Term Rate Loan Option or Daily Simple SOFR Option for any Revolving Loans denominated in Alternative Currencies, and (iii) not later than 10:00 a.m., New York City time, on the Administrative Agent shall notify same Business Day of the Borrower whether date of a proposed Borrowing to which the Base Rate Option applies or not the requested last day of the preceding Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to the conversion to the Base Rate Option for any Loan. Each such Borrowing Request shall be irrevocable (provided that a Borrowing Request may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower pursuant to this Section 2.03 shall be delivered (by notice to the Applicable Administrative Agent in on or prior to the form specified effective date of a written Borrowing Request, appropriately completed termination) if such condition is not satisfied) upon delivery and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information:

Appears in 4 contracts

Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)

Requests for Borrowings. Each (1) To request a Revolving Facility Borrowing, each conversion of Loans from one Type (a) with respect to any initial ABR Borrowing on the otherClosing Date, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower will deliver to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) a Borrowing Request not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of2:00 p.m., conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. New York City time, one Business Day in before the case of any Borrowing of LIBO Rate Loans to be made on the anticipated Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice may agree in its sole discretion), requesting that the Lenders make the Loans on the Closing Date; provided that such Borrowing Request may be conditioned upon occurrence of the Closing Date and (b) with respect to any other Borrowing, the appropriate Lenders Borrower will notify the Administrative Agent of such request and determine whether by telephone (i) in the requested Interest Period is acceptable to them and (B) case of a Eurocurrency Revolving Facility Borrowing, not later than 10:00 a.m. 1:30 p.m., New York City time, three Business Days before the requested date of the proposed Borrowing (or such Borrowing, conversion or continuation, later time as the Administrative Agent shall notify may agree in its sole discretion) or (ii) in the Borrower whether or case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the requested Interest Period has been consented date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by all Section 2.05(5) may be given not later than 12:00 noon, New York City time, on the appropriate Lendersdate of the proposed Borrowing. Each written notice (such telephonic Borrowing Request will be irrevocable and will be confirmed promptly by hand delivery, facsimile or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered e mail to the Administrative Agent of a written Borrowing Request substantially in the form of a written Borrowing Request, appropriately completed Exhibit D-1 and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 4 contracts

Samples: Revolving Credit Agreement (PET Acquisition LLC), First Amendment Agreement (PET Acquisition LLC), First Amendment Agreement (PET Acquisition LLC)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Term Borrowing of LIBO that is an Adjusted Eurocurrency Rate Loans Borrowing to be made on the Closing Date) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) on 2:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than oneone (1), twotwo (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four (4) Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of the Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans or BA Rate Loans shall be made upon irrevocable notice by the Borrower Representative to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax email or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 2:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. (x) one Business Day Days in the case of any Borrowing of LIBO Rate Loans Borrowing to be made on the Closing DateDate and (y) and four Business Days in the case of any LIBO Rate Borrowing in any Alternate Currency), (ii) 2:00 p.m. three Business Days prior to the requested day of any Borrowing, conversion or continuation of BA Rate Loans or (iii) 12:00 p.m. on the requested date of any Borrowing of ABR Loans or conversion to ABR Canadian Prime Rate Loans (other than Swingline Loans in the case of ABR Loans and Canadian Prime Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the (i) any Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period” or (ii) any Borrower wishes to request BA Rate Loans having a BA Period of other than one, two, three or six months in duration as provided in the definition of “BA Period,” (A) the applicable notice from the Borrower Representative must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period or BA Period, as applicable, is acceptable to them and (B) not later than 10:00 a.m. 2:00 p.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Representative whether or not the requested Interest Period has been consented or BA Period, as applicable, is agreed to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower Representative pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 4 contracts

Samples: Credit Agreement (Knowlton Development Corp Inc), Security Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Parent, Inc.)

Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the Administrative Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Borrowing Request (provided that notices in respect of the Term Loan Borrowings and/or any Borrowings Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Closing Date Merger and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Administrative Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Administrative Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day date of any Borrowing of, conversion to of or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one (x) two Business Day Days in the case of any Adjusted Eurocurrency Rate Borrowing of LIBO Rate Loans to be made on the Closing DateDate and (y) four Business Days in the case of any Adjusted Eurocurrency Rate Borrowing in any Alternate Currency other than Sterling or Euros) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); providedprovided that, however, that if the Administrative Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Administrative Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Administrative Borrower whether or not the requested Interest Period is available to and has been consented to approved by all the appropriate Lenders. Each written notice Lenders (such approval not to be unreasonably withheld or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:delayed).

Appears in 3 contracts

Samples: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (INC Research Holdings, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Borrowing shall be made upon irrevocable notice by the Borrower to the Administrative Agent occur on written or telephonic request (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Administrative Agent (by hand deliveryand in the case of a LIBO Rate Advance denominated in a Committed Currency, fax or other electronic transmission to the London Sub-Agent) (including “.pdf” or “.tif”)i) not later than 12:00 p.m. (i) three Business Days prior 1:00 P.M. on the day that such Borrowing is to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day be made in the case of any a Borrowing of LIBO that is to bear interest initially at the Floating Rate Loans to be made on the Closing Date) and or (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four A.M. on the day three Business Days prior before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, conversion or continuation (or ii) whether the Advances comprising such later time as is acceptable Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the Administrative Agent)case of a Borrowing consisting of LIBO Rate Advances, whereupon initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Administrative Agent shall give prompt notice to notify the appropriate Lenders Banks of the intended Borrowing no later than 2:00 P.M. on the date such request and determine whether for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Interest Period Borrowing is acceptable to them be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (BLondon time) not later than 10:00 a.m. three Business Days before on the requested date of such Borrowing, conversion or continuationin the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Administrative Agent shall notify disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower whether or may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the requested Interest Period Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has been consented made such portion available to by all the appropriate Lenders. Each written notice (or confirmation Agent on the date of telephonic notice) such Borrowing in accordance with respect this Section 6.1 and the Agent may, in reliance upon such assumption, make available to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered on such date a corresponding amount. If and to the Administrative extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. Each If such telephonic and written Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing Request shall specify the following information in compliance with Section 2.02:for purposes of this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (3m Co), Five Year Credit Agreement (3m Co), Credit Agreement (3m Co)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent of such request electronically (provided that notices a) in respect the case of any Borrowings a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (xb) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided, that, (i) to be made request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date may be conditioned on Date, the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by Borrower shall notify the Administrative Agent (of such request by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) telephone not later than 12:00 p.m. (i) three noon, New York City time, one Business Days Day prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt may agree), (ii) any such notice of an ABR Revolving Facility Borrowing to finance the appropriate Lenders reimbursement of such request and determine whether the requested Interest Period is acceptable to them and (Ban L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m. three Business Days before a.m., New York City time, on the requested date of the proposed Borrowing and (iii) any such Borrowing, conversion notice of an Incremental Revolving Borrowing or continuation, Incremental Term Borrowing may be given at such time as provided in the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lendersapplicable Incremental Assumption Agreement. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable (other than in the case of any notice given in respect of the Closing Date, or, in the case of notice given in respect of Incremental Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: Intercreditor Agreement (Driven Brands Holdings Inc.), Credit Agreement (Driven Brands Holdings Inc.), Credit Agreement (Driven Brands Holdings Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing (other than a Swingline Loan, each conversion of Loans from one Type which is requested pursuant to the otherSection 2.04), and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request either in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent delivery of a Borrowing Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. signed by the Borrower Representative or by telephone (ia) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of a LIBO Rate Loans Borrowing, not later than 1:00 p.m., three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date or the Third Amendment Effective Date, two Business Days) and (ii) on before the requested date of the proposed Borrowing or (b) in the case of an ABR Borrowing (including any such notice of an ABR Borrowing to finance the reimbursement of or conversion to ABR Loans (other an LC Disbursement as contemplated by Section 2.05(e)), not later than Swingline Loans) 1:00 p.m., one Business Day before the date of the proposed Borrowing (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided. The Borrowers shall be deemed to have requested an ABR Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period proceeds of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must which shall be received applied by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of repay such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate LendersLoans. Each written notice (or confirmation of telephonic notice) with respect to a such Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate relevant Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented available to by all the appropriate relevant Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: Fourth Amendment Agreement (PQ Group Holdings Inc.), Third Amendment Agreement (PQ Group Holdings Inc.), Patent Security Agreement (PQ Group Holdings Inc.)

Requests for Borrowings. Each To request a Borrowing, each a conversion of Loans from one Type to the other, and each other or a continuation of LIBO Rate Loans Eurocurrency Loans, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date such request, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisitiongiven by telephone, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 2:00 p.m., New York City time, three Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency) or 12:00 p.m. one of any conversion of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency) to Base Rate Loans, (ii) 2:00 p.m., New York City time, four Business Day Days in the case of Eurocurrency Loans denominated in a Special Notice Currency prior to the requested date of any Borrowing or continuation of LIBO Rate Eurocurrency Loans to be made on the Closing Date) denominated in a Special Notice Currency, and (iiiii) 1:00 p.m., New York City time, on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Base Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the such Borrower wishes to request LIBO Rate Eurocurrency Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or such later time as is acceptable (ii) five Business Days prior to the Administrative Agent)requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, whereupon the Administrative Agent shall give prompt notice to the appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 2:00 p.m., (i) three Business Days before prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate applicable Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic communication in accordance with Section 9.01(b) to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Request in a form attached hereto as Exhibit E and signed by a Responsible Officer the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Assignment and Assumption (Dole Food Co Inc)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Parent Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Parent Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Adjusted Eurocurrency Rate Borrowing of LIBO Rate Loans to be made on the Closing Date) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Parent Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 2 contracts

Samples: Intercreditor Agreement (Certara, Inc.), Credit Agreement (Certara, Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing (other than a Swingline Loan), each conversion the applicable Borrower, or the Company on behalf of Loans from one Type to the otherapplicable Borrower, shall notify the Applicable Agent (and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent if it shall not be the Applicable Agent) of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Borrowing made by the Company or a US Borrowing Subsidiary, not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (c) in the case of an ABR Borrowing or a Canadian Base Rate Borrowing made by a Canadian Borrowing Subsidiary, not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing; provided that notices any such notice of an ABR Borrowing to replace a Eurocurrency Borrowing Request deemed ineffective pursuant to clause (i) of Section 2.14 may be given not later than 12:00 noon, Local Time, on the date of the proposed Borrowing; and provided further that any such notice in respect of any Borrowings (x) Borrowing to be made on the Closing Effective Date may be conditioned given at such later time or on such shorter notice as the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness Applicable Agent may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)agree. Each such notice must telephonic Borrowing Request shall be in writing irrevocable and shall be confirmed promptly by hand delivery or by telephone (and promptly confirmed in writing) and must be received by telecopy to the Administrative Applicable Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered copy to the Administrative Agent in if it shall not be the form Applicable Agent) of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)

Requests for Borrowings. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Eurocurrency Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date Agent, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)given by telephone. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 (i) 1:00 p.m. (iNew York City time) three Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (or 12:00 ii) 1:00 p.m. one (New York City time) four Business Day in Days prior to the case requested date of any Borrowing or continuation of LIBO Rate Eurocurrency Loans to be made on the Closing Date) denominated in an Alternative Currency and (iiiii) 11:00 a.m. (New York City time) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written telephonic notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall 2.03(a) must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Eurocurrency Loans shall be a Dollar Equivalent of approximately $1,000,000 or a whole multiple of approximately $500,000 in excess thereof. Except as provided in Section 2.05, each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the following information Borrower is requesting a Borrowing of Revolving Loans, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in compliance which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Revolving Loans are to be converted and (vi) if applicable, the duration of the Interest Period with Section 2.02:respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in an Alternative Currency, in which case it shall be made or continued as a Eurocurrency Loan with an Interest Period of one month). Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one month. If no currency is specified in a Borrowing Request, the requested Borrowing shall be in Dollars.

Appears in 2 contracts

Samples: Credit Agreement (Tradeweb Markets Inc.), Credit Agreement (Tradeweb Markets Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders.If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. Each written notice (or confirmation of telephonic notice) If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section. Section 2.02:2.04. [Reserved].

Appears in 2 contracts

Samples: Assignment and Assumption (Claros Mortgage Trust, Inc.), Assignment and Assumption (Claros Mortgage Trust, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Borrowings Term Loan Borrowing and/or any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing occurrence of the Acquisition and Closing Date, (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or irrevocable repaymentpermitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), redemption or refinancing may be conditioned on the occurrence of such Indebtednessthe relevant event). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 10:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is acceptable not available to them such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 2 contracts

Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (Definitive Healthcare Corp.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Borrowing shall be made upon irrevocable notice by the Borrower to the Administrative Agent occur on written or telephonic request (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Administrative Agent (by hand deliveryand in the case of a LIBO Rate Advance denominated in a Committed Currency, fax or other electronic transmission to the London Sub-Agent) (including “.pdf” or “.tif”)i) not later than 12:00 p.m. (i) three Business Days prior 11:00 a.m. on the day that such Borrowing is to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Revolving Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof and shall consist of Revolving Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Revolving Borrowing shall specify the requested (i) date of such Revolving Borrowing, (ii) whether the Advances comprising such Revolving Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Revolving Borrowing, and (iv) in the case of a Revolving Borrowing consisting of LIBO Rate Loans Advances, initial Interest Period and currency for each such Revolving Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 12:00 noon on the date such request for such Borrowing is received by the Agent. At or before 2:00 p.m. on the date the requested Borrowing is to be made on made, in the Closing Date) case of a Revolving Borrowing consisting of Revolving Advances denominated in Dollars, and before 11:00 A.M. (iiLondon time) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orsuch Revolving Borrowing, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in any Committed Currency, each case, such later time as Bank shall be acceptable remit its Percentage of the requested Borrowing to the Administrative Agent at the applicable Agent)’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing; provided, however, that, if such borrowing is a Revolving Borrowing denominated in Dollars, the Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swingline Advances made by the Swingline Bank and by any other Bank and outstanding on the date of such Revolving Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swingline Bank and such other Banks for repayment of such Swingline Advances. Any Borrowing that if is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower wishes on such date a corresponding amount. If and to request LIBO Rate Loans having an Interest Period of other than onethe extent that such Bank shall not have so made such ratable portion available to the Agent, twosuch Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, three or six months in duration as provided for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the definition case of “Interest Period,” the Borrower, the interest rate applicable at the time to such Revolving Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the applicable notice from Federal Funds Rate, in the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date case of such Borrowing, conversion Advances denominated in Dollars or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date cost of funds incurred by the Agent in respect of such Borrowing, conversion or continuation, amount in the Administrative Agent case of Advances denominated in Committed Currencies. If such Bank shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered repay to the Administrative Agent in the form such corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Advance as part of a written such Borrowing Request, appropriately completed and signed by a Responsible Officer for purposes of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:this Agreement.

Appears in 2 contracts

Samples: Five Year Credit Agreement (3m Co), Year Credit Agreement (3m Co)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable written notice by the Borrower to the Administrative Agent (Agent, which shall be given by a Borrowing Request or an Interest Election Request, as applicable; provided that notices in respect of any Term Loan Borrowings and/or Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Merger and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (ia) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of of, LIBO Rate Loans and (or 12:00 p.m. one Business Day b)(i) in the case of any Term Loan Borrowing and/or Revolving Loan Borrowing other than in connection with an Initial Delayed Draw Term Loan Extension (A) so long as such Borrowing Request is in respect of a Borrowing of LIBO Rate ABR Revolving Loans to be made on the Closing Date) and (ii) in a principal amount not exceeding $5,000,000, 10:00 a.m. on the requested date of any Borrowing of ABR Revolving Loans (such ABR Revolving Loans described in this clause (b)(i)(A), “Same-Day ABR Revolving Loans”), (B) so long as such Borrowing Request is in respect of a Borrowing of ABR Revolving Loans in a principal amount not exceeding $5,000,000, 10:00 a.m. one Business Day prior to the requested date of any Borrowing of ABR Revolving Loans (such ABR Revolving Loans described in this clause (b)(i)(B), “Day-Prior ABR Revolving Loans”) or (C) in the case of any conversion to ABR Loans, 10:00 a.m. one Business Day prior to the requested day of any such conversion or (ii) in the case of any Initial Delayed Draw Term Loan Extension or Revolving Loans (other than Swingline that are not Same-Day ABR Revolving Loans or Day-Prior ABR Revolving Loans) , 10:00 a.m. three Business Days prior to the requested day of any Borrowing of ABR Loans (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. three Business Days the Administrative Agent shall promptly notify the Borrower before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to a Borrowing by any requested LIBO Rate Borrowing, then the Borrower pursuant to this Section 2.03 shall be delivered deemed to the have selected an Interest Period of one month’s duration. The Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer shall promptly advise each Lender of the Borrower. Each such telephonic details and written Borrowing Request shall specify amount of any Loan to be made as part of the following information in compliance with Section 2.02:relevant requested Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)

Requests for Borrowings. Each Borrowing, each conversion of Loans or from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to a Borrowing by any requested LIBO Rate Borrowing, then the relevant Borrower pursuant to this Section 2.03 (or the Top Borrower on behalf of the relevant Borrower) shall be delivered deemed to the have selected an Interest Period of one month’s duration. The Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer shall advise each Lender of the Borrower. Each such telephonic details and written Borrowing Request shall specify amount of any Loan to be made as part of the following information in compliance with Section 2.02:relevant requested Borrowing.

Appears in 2 contracts

Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Borrowing shall be made upon irrevocable notice by the Borrower to the Administrative Agent occur on written or telephonic request (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day and in the case of any Borrowing of a LIBO Rate Loans Advance denominated in a Committed Currency, to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline LoansLondon Sub-Agent) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (Ai) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior on the day that such Borrowing is to be made in the requested date case of such Borrowing, conversion a Borrowing that is to bear interest initially at the Floating Rate or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (Bii) not later than 10:00 11:00 a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Revolving Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof and shall consist of Revolving Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Revolving Borrowing shall specify the requested (i) date of such Revolving Borrowing, (ii) whether the Advances comprising such Revolving Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Revolving Borrowing, and (iv) in the case of a Revolving Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Revolving Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 12:00 noon on the date such request for such Borrowing is received by the Agent. At or before 2:00 p.m. on the date the requested Borrowing is to be made, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Revolving Borrowing, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, conversion or continuationthe Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, the Administrative Agent shall notify in reliance upon such assumption, make available to the Borrower whether or on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by Agent, such Bank and the Borrower pursuant severally agree to this Section 2.03 shall be delivered repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer case of the Borrower, the interest rate applicable at the time to such Revolving Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the Federal Funds Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. Each If such telephonic and written Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Advance as part of such Borrowing Request shall specify the following information in compliance with Section 2.02:for purposes of this Agreement.

Appears in 2 contracts

Samples: Five Year Credit Agreement (3m Co), Year Credit Agreement (3m Co)

Requests for Borrowings. Each To request a Borrowing, each a conversion of Loans from one Type to the other, and each other or a continuation of LIBO Rate Loans shall be made upon irrevocable notice by Eurocurrency Loans, the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date such request, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisitiongiven by telephone, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m., New York City time, three Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans (or 12:00 p.m. one Business Day in the case of any Borrowing conversion of LIBO Rate Eurocurrency Loans to be made on the Closing Date) Base Rate Loans, and (ii) 12:00 noon, New York City time, on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Base Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans having an Interest Period of other than one, two, three or six twelve months in duration as provided in the definition of “Interest Period,” (Ax) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time, four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)of Eurocurrency Loans, whereupon the Administrative Agent shall give prompt notice to the appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable available to all of them and (By) not later than 10:00 a.m. 1:00 p.m., New York City time, three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate applicable Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request substantially in the form of a written Borrowing Request, appropriately completed Exhibit E and signed by a Responsible Officer of the Borrower; provided that such Borrowing Request may state that it is conditioned upon the occurrence of any specified event, in which case, subject to Section 2.15, such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date for borrowing specified therein) if such condition is not satisfied. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Second Restatement Agreement (Cable One, Inc.), Restatement Agreement (Cable One, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings a Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 2:00 p.m. (i) three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans (or 12:00 p.m. two Business Days in the case of any Borrowing of LIBO Rate Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) and or (iiiii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or conversion to ABR Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Security Agreement (Hayward Holdings, Inc.), Security Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing of Loans, each conversion of other than Swingline Loans from one Type to the other, and each continuation of LIBO Rate Loans (which shall be made upon irrevocable in accordance with Section 2.05), the Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing Request (or telephonic notice promptly confirmed thereafter by delivery of a written Borrowing Request) signed by the Borrower to the Administrative Agent (a) in the case of a Eurocurrency Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing (or one Business Day before the date of the proposed Borrowing, in the case of any Eurocurrency Borrowing to be made on the Closing Date (or, in the case of Eurocurrency Borrowings denominated in Euros, two Business Days before the date of the proposed Closing Date Borrowing, in the case of any RC Facility Borrowing, or prior to 10:00 a.m. New York City time one Business Day before the proposed Closing Date Borrowing, in the case of the Initial Term Loans funded on the Closing Date)) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing (or, in the case of (a) and (b), such later time as the Administrative Agent may agree in its sole discretion). Each such Borrowing Request shall be irrevocable upon delivery (provided that notices in respect of any Borrowings Borrowing Request (x) in connection with a Borrowing to be made on the Closing Date may be conditioned on the closing of the Acquisition and and, (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must Indebtedness and (z) in respect of any Refinancing Amendment may be delivered in writing or by telephone (and promptly confirmed in writingaccordance with the terms thereof) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information (other than, in compliance with Section 2.02:the case of clause (viii) below, the Borrowing Request pertaining to Borrowings on the Closing Date):

Appears in 2 contracts

Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing (other than a Swingline Loan, each conversion of Loans from one Type which is requested pursuant to the otherSection 2.04), and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request either in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent delivery of a Borrowing Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif)) not later than 12:00 p.m. signed by the Borrower Representative or by telephone (ia) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of a LIBO Rate Loans Borrowing, not later than 1:00 p.m., three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date, two Business Days) and (ii) on before the requested date of the proposed Borrowing or (b) in the case of an ABR Borrowing (including any such notice of an ABR Borrowing to finance the reimbursement of or conversion to ABR Loans (other an LC Disbursement as contemplated by Section 2.05(e)), not later than Swingline Loans) 1:00 p.m., one Business Day before the date of the proposed Borrowing (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided. The Borrowers shall be deemed to have requested an ABR Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period proceeds of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must which shall be received applied by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of repay such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate LendersLoans. Each written notice (or confirmation of telephonic notice) with respect to a such Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf or “.tif”) to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on and/or the Closing Date may be conditioned on the closing of the Acquisition and (y) Revolving Loan Borrowing to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 (a) in the case of any Term Loan Borrowing, 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) on 9:00 a.m. three Business Days prior to the requested date day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate SOFR Benchmark Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four 1:00 p.m. five Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 2 contracts

Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) and/or Additional Revolving Loan Borrowing to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax email or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one two (2) Business Day Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Third Amendment Effective Date) and or (ii) 12:00 p.m. (Noon) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: First Lien Credit Agreement (Hayward Holdings, Inc.), First Lien Credit Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Eurodollar Rate Loans shall be made upon irrevocable notice by the relevant Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the relevant Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Eurodollar Rate Loans (or 12:00 p.m. one two Business Day Days in the case of any Eurodollar Rate Borrowing of LIBO Rate Loans to be made on the Closing Date) or any conversion of ABR Loans to Eurodollar Rate Loans, and (ii) 10:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, provided that if the relevant Borrower wishes to request LIBO Eurodollar Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the relevant Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 2 contracts

Samples: Credit Agreement (Brookfield Property REIT Inc.), Credit Agreement (Brookfield Property REIT Inc.)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower)) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 2 contracts

Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing (other than a Swingline Loan, each conversion of Loans from one Type which is requested pursuant to the otherSection 2.04), and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request either in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent delivery of a Borrowing Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. signed by the Borrower Representative or by telephone (ia) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of a LIBO Rate Loans Borrowing, not later than 1:00 p.m., three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date, two Business Days) and (ii) on before the requested date of the proposed Borrowing or (b) in the case of an ABR Borrowing (including any such notice of an ABR Borrowing to finance the reimbursement of or conversion to ABR Loans (other an LC Disbursement as contemplated by Section 2.05(e)), not later than Swingline Loans) 1:00 p.m., one Business Day before the date of the proposed Borrowing (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided. The Borrowers shall be deemed to have requested an ABR Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period proceeds of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must which shall be received applied by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of repay such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate LendersLoans. Each written notice (or confirmation of telephonic notice) with respect to a such Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Revolving Loans or BA Rate Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) a Revolving Loan Borrowing to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 2:00 p.m. (i) three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Revolving Loans or BA Rate Revolving Loans (or 12:00 p.m. two Business Days in the case of any Borrowing of LIBO Rate Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) and or (iiiii) by 11:00 a.m. (x) on the requested date of any Borrowing of or conversion to ABR Revolving Loans (other than Swingline Loans) and (y) one (1) Business Day prior to the requested Borrowing of Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or BA Rate Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Hillman Companies Inc), Abl Credit Agreement (Hillman Companies Inc)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Rate Adjusted Term SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (or 12:00 ii) 2:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans prior to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Adjusted Term SOFR Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four (4) Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)

Requests for Borrowings. Each Revolving Loan Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of LIBO Rate Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Borrowings Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing occurrence of the Acquisition and Closing Date, (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or irrevocable repaymentpermitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), redemption or refinancing may be conditioned on the occurrence of such Indebtednessthe relevant event). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, five Business Days prior to the requested day of any Borrowing of, conversion to or 12:00 p.m. continuation of RFR Loans) (or one Business Day in the case of any Borrowing of LIBO Rate Term Benchmark Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Term Benchmark Loans having an Interest Period of other than one, two, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is acceptable not available to them such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 10:00 a.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each applicable Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by Request in accordance with this Section or (y) in the Borrower pursuant to case of any Term Benchmark Borrowing (or, if after the effectiveness of a Benchmark Replacement, RFR Borrowing), no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. This Section 2.03 shall not apply to Swingline Loans, which shall be delivered to the Administrative Agent requested in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:2.04 and may not be continued or converted.

Appears in 2 contracts

Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing completion of the Acquisition IPO and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans or conversion to ABR Loans (or 12:00 p.m. 11:00 a.m. one Business Day prior in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Reynolds Consumer Products Inc.), Credit Agreement (Reynolds Consumer Products Inc.)

Requests for Borrowings. Each Revolving Loan Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of LIBO Rate Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Borrowings Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing occurrence of the Acquisition and Closing Date, (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or irrevocable repaymentpermitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), redemption or refinancing may be conditioned on the occurrence of such Indebtednessthe relevant event). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, five Business Days prior to the requested day of any Borrowing of, conversion to or 12:00 p.m. continuation of RFR Loans) (or one Business Day in the case of any Borrowing of LIBO Rate Term Benchmark Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Term Benchmark Loans having an Interest Period of other than one, two, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is acceptable not available to them such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 10:00 a.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any Term Benchmark Borrowing (or, if after the effectiveness of a written Borrowing RequestBenchmark Replacement, appropriately completed and signed by RFR Borrowing), no later than one Business Day following receipt of a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 2 contracts

Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Requests for Borrowings. Each To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent of such request (a) in the case of a Eurocurrency Borrowing denominated in Dollars, by telephonic notice not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in an Agreed Currency other than Dollars or an RFR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that notices in respect of any Borrowings (x) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing and (y) any notice with respect to Borrowings to be made on the Closing Date may be conditioned on given with such shorter time than the closing of deadline described in clause (a), (b) or (c), as applicable, as the Acquisition and (y) to be made Administrative Agent may agree in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)its sole discretion. Each such notice must telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by email to the Administrative Agent of a written Borrowing Request in writing or by telephone (and promptly confirmed in writing) and must be received a form approved by the Administrative Agent (and signed by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day Applicable Borrower; provided that in respect of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made borrowed on the Closing Date, any written Borrowing Request may be provided by the Applicable Borrower on a conditional basis (provided that (1) to the extent the Applicable Borrower does not borrow any Eurocurrency Loans or RFR Loans set forth in such conditional Borrowing Request, the Applicable Borrower shall be required to compensate the Lenders under Section 2.16 for the losses, costs or expenses related thereto and (ii2) on the requested date of any such Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as Request shall be acceptable to irrevocable once funding of the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received Borrowings has been initiated by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of and such request and determine whether the requested Interest Period is acceptable to them and (B) not Borrowing Request may be provided no later than 10:00 a.m. three 2:00 pm, New York City Time, on the Business Days before the requested date of Day prior to such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (PRA Health Sciences, Inc.), Credit Agreement (Icon PLC)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or an Incremental Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Borrowers shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent of such request in writing in the form of a Borrowing Request signed by the Primary Borrower by hand delivery or electronic means (provided that notices a) in respect the case of any Borrowings a SOFR Borrowing, not later than 12:00 noon, Local Time, (x) to be made on the Closing Date may be conditioned on the closing at least five (5) Business Days in advance of the Acquisition proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone at least fifteen (and promptly confirmed in writing15) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to in advance of the requested day of any proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day Date in the case of any a Revolving Facility Borrowing of LIBO Rate Loans in an amount greater than or equal to be made on the Closing Date$5,000,000 or (b) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition case of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent an ABR Borrowing, not later than 11:00 a.m. four Local Time, (x) at least five (5) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 provided, that, (i) to request a SOFR Borrowing or ABR Borrowing on the Closing Date, the Primary Borrower shall notify the Administrative Agent of such request in writing (which may be by electronic means) not later than 5:00 p.m., Local Time, one Business Day prior to the requested date of such Borrowing, conversion or continuation Closing Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them may agree), and (Bii) not later than 10:00 a.m. three Business Days before the requested date any such notice of an Incremental Term Borrowing may be given at such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent time as provided in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrowerapplicable Incremental Assumption Agreement. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Chicken Soup for the Soul Entertainment, Inc.), Credit Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (( provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section. Section 2.02:2.04. [Reserved].

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day or, in the case of any the Borrowing of LIBO Rate Loans to be made the Additional Initial Term Loan on the Closing Amendment No. 1 Effective Date) , such later time as the Administrative Agent may agree and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section. Section 2.02:2.04. [Reserved].

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)

Requests for Borrowings. Each (a) To request a Borrowing, each conversion the Borrower shall notify the Administrative Agent of Loans from such request by telephone (a “Borrowing Notice”) (A) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m. (Central Time), three (3) Business Days before the date of the proposed Borrowing, or (B) in the case of an Adjusted Base Rate Borrowing, not later than 11:00 a.m. (Central Time), one Type to (1) Business Day before the other, and each continuation date of LIBO Rate Loans the proposed Borrowing. Each such telephonic Borrowing Notice shall be made upon irrevocable notice and shall be confirmed promptly by the Borrower delivery to the Administrative Agent (provided that notices of a written Borrowing Notice in respect substantially the form of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day Exhibit J in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request Notice shall specify the following information in compliance with Section 2.02:2.7: (i) the Borrower requesting such Borrowing; (ii) the Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an Adjusted Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Notice in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. The Borrower shall also deliver together with each Borrowing Notice the compliance certificate required in Section 5.2 and otherwise comply with the conditions set forth in Section 5.2 for Borrowings. Not later than 11:00 a.m. (Central Time) on each Borrowing Date, each Lender shall make available its Loan or Loans, in funds immediately available at the Administrative Office. Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower in the account specified by the Borrower in the Disbursement Instruction Agreement.

Appears in 2 contracts

Samples: Unsecured Term Loan Agreement (First Industrial Lp), Unsecured Term Loan Agreement (First Industrial Lp)

Requests for Borrowings. (a) Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable written notice by the Borrower to the Administrative Agent by delivery of a Borrowing Request (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three Business Days prior to the requested day date of any Borrowing of, conversion to of or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Adjusted Eurocurrency Rate Borrowing of LIBO Rate Loans to be made on the Closing Date) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) on 2:00 p.m. one Business Day prior to the requested date of any Borrowing of for or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); providedprovided that, however, that if the Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to and has been consented to approved by all the appropriate Lenders. Each written notice Lenders (such approval not to be unreasonably withheld or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:delayed).

Appears in 1 contract

Samples: Term Loan Credit Agreement (Leslie's, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Borrowings Borrowing (x) to be made on the Closing Date may be conditioned on the closing occurrence of the Acquisition and Closing Date, (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or irrevocable repaymentpermitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), redemption or refinancing may be conditioned on the occurrence of such Indebtednessthe relevant event). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on 10:00 a.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months (or, to the extent available to all relevant affected Lenders, 12 months) in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is acceptable not available to them such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Sovos Brands, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans or conversion to ABR Loans (or 12:00 p.m. 11:00 a.m. one Business Day prior in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Reynolds Group Holdings LTD)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO RateTerm SOFR Revolving Loans, CDOR Rate Revolving Loans, XXXXX Xxxx Revolving Loans (other than continuations and conversions), BBSY Rate Revolving Loans or EURIBOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing a Borrowing of the Acquisition and (y) Revolving Loans to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax e-mail or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate RateTerm SOFR Revolving Loans denominated in Dollars (or 12:00 p.m. one two (2) Business Day Days in the case of any Borrowing of LIBO Rate RateTerm SOFR Revolving Loans denominated in Dollars to be made on the Closing SecondThird Amendment Effective Date) and or CDOR Rate Revolving Loans denominated in Canadian Dollars, (ii) three (3) Business Days prior to the 129379097_5 #96094974v22 133208524_1 requested day of any Borrowing, conversion or continuation of LIBO RateTerm SOFR Revolving Loans, XXXXX Rate Revolving Loans or other Alternate Currency Term Rate Revolving Loans denominated in a currency other than Dollars or Canadian Dollars (or two (2) Business Days in the case of any Borrowing of LIBO RateTerm SOFR Revolving Loans denominated in a currency other than Dollars to be made on the SecondThird Amendment Effective Date) or (iii) 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or conversion to ABR Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO RateTerm SOFR Revolving Loans or Alternate Currency Term Rate Revolving Loans having an Interest Period of other than one, twoone (1), three (3) or (other than in respect of a CDOR Revolving Loan) six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: the identity of the Borrower;

Appears in 1 contract

Samples: Credit Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Closing Date and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly immediately confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans denominated in Dollars (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Initial Term Loans in Dollars to be made on the Closing Date or two Business Days in the case of any Borrowing of LIBO Rate Revolving Loans to be made on the Closing Date) and ), (ii) 11:00 a.m. four Business Days prior to the requested day of any Borrowing, conversion to or continuation of LIBO Rate Loans or RFR Loans denominated in a Revolving Alternative Currency and (iii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall promptly notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (or confirmation of telephonic noticex) with respect to a Loan in Dollars, an ABR Loan, (y) with respect to a Loan any Revolver Alternative Currency other than British Pounds Sterling, a LIBO Rate Loan Borrowing by with a one month Interest Period and (z) with respect to a Loan in British Pounds Sterling, a RFR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the currency of the requested Borrowing is specified, then the Borrower shall be deemed to have selected a Borrowing in Dollars. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing or RFR Loan, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section 2.02:2.03.

Appears in 1 contract

Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)

Requests for Borrowings. Each To request a Term Borrowing, the Borrower shall notify the Administrative Agent of such request in writing (a) in the case of a Eurodollar Borrowing (other than any Delayed Draw Borrowing), not later than 11:00 a.m., New York City time, three (3) Business Days (or, in the case of any Eurodollar Borrowing to be made on the Closing Date, one (1) Business Day) before the date of the proposed Borrowing, (b) in the case of an ABR Borrowing (other than any Delayed Draw Borrowing), not later than 10:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing or (c) in the case of a Delayed Draw Borrowing, not later than 10:00 a.m., New York City time, fourteen (14) Business Days before the date of the proposed Borrowing (in each conversion case, or such shorter period (but not shorter than 10:00 a.m., New York City time, one (1) Business Day before the date of Loans from one Type the proposed Borrowing) as may be agreed to by the other, and each continuation Lenders). Each borrowing of LIBO Rate Delayed Draw Term Loans shall be made upon in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing Request shall be irrevocable notice by (except that (i) the Borrower to the Administrative Agent (provided that notices Borrowing Request submitted in respect of any Borrowings (x) the Term Borrowing to be made on the Closing Date may be conditioned on state that such Borrowing Request is conditional upon the closing occurrence of the Acquisition Closing Date and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received revoked by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on Borrower if the Closing Date) Date does not occur and (ii) on the requested date Borrowing Request submitted in respect of any Term Borrowing of or conversion intended to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall finance any Permitted Acquisition may be acceptable to the Administrative Agent); provided, however, that if revoked by the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three on or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation that is ten (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B10) not later than 10:00 a.m. three Business Days before the requested date of such the proposed Borrowing, conversion or continuation, the Administrative Agent ) and shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing be signed by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent substantially in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Exhibit S. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information:

Appears in 1 contract

Samples: Credit Agreement (Atlas Technical Consultants, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, such Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Eurocurrency Rate Loans (or 12:00 p.m. one (x) 15 Business Day Days in the case of any Borrowing of LIBO Rate Initial Euro Term Loans to be made on the Closing Date and (y) 12 Business Days in the case of any Borrowing of Initial Dollar Term Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loansor 12 Business Days in the case of any Borrowing of ABR Term Loans to be made on the Closing Date) (or, in each case, such later time as shall be reasonably acceptable to the Administrative AgentConsent Party); provided, however, that if the Borrower wishes to request LIBO Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative AgentConsent Party), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section ‎Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section ‎Section 2.02:

Appears in 1 contract

Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Eurocurrency Rate Loans, SOFR Loans, EURIBOR Rate Revolving Loans or XXXXX Rate Revolving Loans shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) (w) in the case of a Borrowing denominated in U.S. Dollars, (1) not later than 12:00 p.m. (i) New York City time three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Eurocurrency Rate Loans or SOFR Loans (or 12:00 p.m. (i) one Business Day in the case of any Borrowing of LIBO Eurocurrency Rate Loans to be made on the Closing Date) and Date or (ii) one Business Day in the case of any Borrowing of SOFR Loans to be made on the Third Amendment Effective Date or the Acquisition Funding Date) or (2) not later than 11:00 a.m. New York City time on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent), (x) in the case of a Borrowing denominated in Canadian Dollars, (1) not later than 12:00 p.m. New York City time three Business Days prior to the requested day of any Borrowing, conversion or continuation of Eurocurrency Rate Loans (or one Business Day in the case of any Borrowing of Eurocurrency Rate Loans to be made on the Closing Date) or (2) not later than 10:00 a.m. New York City time one Business Day prior to the requested day of any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent and the Multicurrency Revolving Lenders) and (y) in the case of a Borrowing denominated in Euros or Pounds Sterling, not later than 11 a.m. London time, three Business Days prior to the requested day of any Borrowing, conversion or continuation of EURIBOR Rate Revolving Loans or XXXXX Xxxx Revolving Loans; provided, however, that if the applicable Borrower wishes to request LIBO Eurocurrency Rate Loans, EURIBOR Rate Revolving Loans or SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower must be received by the Administrative Agent (x) with respect to Loans denominated in U.S. Dollars or Canadian Dollars, not later than 11:00 a.m. four 12:00 p.m. New York City time, five Business Days prior to the requested date of such Borrowing, conversion or continuation and (or such y) with respect to Loans denominated in Euros, not later time as is acceptable than 11 a.m. London time, five Business Days prior to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders requested date of such request and determine whether the requested Interest Period is acceptable to them Borrowing, conversion or continuation and (B) (x) with respect to Loans denominated in U.S. Dollars or Canadian Dollars, not later than 10:00 a.m. three New York City time four Business Days before the requested date of such Borrowing and (y) with respect to Loans denominated in Euros, not later than 10:00 a.m. London time four Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: (a) the Class and currency of such Borrowing; (b) the aggregate amount of the requested Borrowing; -90- #96942867v160458181 #96942867v1

Appears in 1 contract

Samples: Credit Agreement (SB/RH Holdings, LLC)

Requests for Borrowings. Each (a) To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent of such request (which may be by telephone) (i) in the case of a Eurodollar Borrowing, not later than 12:00 p.m. three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 10:00 a.m. on the date of the proposed Borrowing; provided that notices in respect (A) any such notice of any Borrowings (x) a Borrowing to be made on the Closing Date may be conditioned on given no later 12:00 p.m. two Business Days before the closing of the Acquisition Closing Date and (yB) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice of a Borrowing of Delayed Draw Bridge Loans must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not given no later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing proposed Delayed Draw Funding Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, howeverfurther, that if the Borrower wishes to request LIBO Rate Loans having an any Interest Period that requires the consent of other than one, two, three or six months in duration as provided in all relevant affected Lenders pursuant to the definition of “Interest Period,(A) the applicable is requested, notice from the Borrower must shall be received by the Administrative Agent delivered not later than 11:00 a.m. 12:00 p.m. four Business Days prior to before the requested date of such the proposed Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate affected Lenders of such request and determine whether the requested Interest Period is acceptable to them all of them, and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate affected Lenders. Each such telephonic Borrowing Request shall be, except as may otherwise be specified therefor in the applicable Incremental Facility Amendment or Refinancing Amendment, irrevocable and shall be confirmed promptly by a written notice (or confirmation of telephonic notice) with respect to a Borrowing Request signed by the Borrower pursuant to this Section 2.03 shall be and delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:Agent.

Appears in 1 contract

Samples: Bridge Loan Agreement (Cano Health, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Adjusted Term SOFR Rate Loans shall be made upon irrevocable notice by the a Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Transactions and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Term SOFR Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Adjusted Term SOFR Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the a Borrower wishes to request LIBO Adjusted Term SOFR Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Borrowers whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section ‎Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the a Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section ‎Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Eurodollar Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Eurodollar Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Eurodollar Rate Loans to be made on the Closing Date) and (ii) on 11:00 a.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Eurodollar Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them approved by each Lender and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to is approved by all each of the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any Eurodollar Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section 2.02:2.03.

Appears in 1 contract

Samples: Term Loan Agreement (Concrete Pumping Holdings, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate SOFR Revolving Loan or CDOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings a Revolving Loan Borrowing (x) to be made on the Closing Amendment No. 2 Effective Date may be conditioned on the closing of the Acquisition Merger and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate SOFR Revolving Loan or CDOR Revolving Loans (or 12:00 p.m. one (1) Business Day in the case of any Borrowing of LIBO Rate SOFR Revolving Loans denominated in Dollars to be made on the Closing Amendment No. 3 Effective Date), (ii) 2:00 p.m. four (4) Business Days prior to the requested day of any Borrowing, conversion or continuation of SOFR Revolving Loans denominated in a currency other than Dollars (or one (1) Business Day in the case of any Borrowing of SOFR Loans denominated in a currency other than Dollars to be made on the Amendment No. 3 Effective Date) and or (iiiii) 11:00 a.m. (x) on the requested date of any Borrowing of or conversion to ABR Revolving Loans (other than Swingline Loans) and (y) one (1) Business Day prior to the requested Borrowing of Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate SOFR Revolving Loan or CDOR Revolving Loans having an Interest Period of other than one, twoone (1), three or (3) or, in the case of SOFR Revolving Loans only, six (6) months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Hillman Solutions Corp.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: 84

Appears in 1 contract

Samples: First Lien Credit Agreement (Isos Acquisition Corp.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower Company to the Administrative Agent (provided that that, subject to ‎Section 2.16, notices in respect of any Borrowings (x) borrowings to be made on the Closing Date may be conditioned on the closing of the Acquisition Transactions and (y) to be made any borrowing in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans or conversion to ABR Loans (or 12:00 p.m. 11:00 a.m. one Business Day prior in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower Company wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Company whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower Company pursuant to this Section ‎Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section ‎Section 2.02:

Appears in 1 contract

Samples: First Lien Credit Agreement (Victoria's Secret & Co.)

Requests for Borrowings. Each Revolving Loan Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Borrowing Request (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) Revolving Loan Borrowing to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing in the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans denominated in Dollars, (or 12:00 p.m. one ii) 2:00 p.m., four Business Day in Days prior to the case requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans to be made on the Closing Date) denominated in an Alternative Currency and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice If no election as to the Type of Borrowing is specified, then the requested Borrowing shall, (or confirmation x) if denominated in Dollars, be an ABR Borrowing and (y) if denominated in an Alternative Currency, be a LIBO Rate Borrowing with an Interest Period of telephonic notice) one month’s duration. If no currency is specified as to any Borrowing, then the requested Borrowing shall be made in Dollars. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)

Requests for Borrowings. Each BorrowingBorrowing of Term Loans, each Borrowing of Revolving Loans, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. p.m., Local Time, (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans denominated in Dollars (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Initial Term Loans to be made on the Closing Date) and ), (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) denominated in Dollars, or (iii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (including Swingline Loans) denominated in an Alternative Currency (or, in each casethe case of clause (iii), such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower must be received by the Administrative Agent not later than 11:00 a.m. four 12:00 p.m., Local Time, one Business Days Day prior to the requested date of for such Borrowing, conversion or continuation required pursuant to clause (i) or such later time as is acceptable to the Administrative Agent)(iii) above, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three on the next Business Days before the requested date of such Borrowing, conversion or continuationDay, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented to by all the appropriate LendersLenders (it being acknowledged and agreed that the failure of any Lender to respond to any such request within the time period provided by clause (A) above shall be deemed to be a rejection by such Lender of such request). Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Indivior PLC)

Requests for Borrowings. Each Revolving Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of LIBO Eurocurrency Rate Loans shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) (w) in the case of a Borrowing denominated in U.S. Dollars, (1) not later than 12:00 p.m. (i) New York City time three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Eurocurrency Rate Loans to be made on the Closing Date) and or (ii2) not later than 11:00 a.m. New York City time on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); , (x) in the case of a Borrowing denominated in Canadian Dollars, (1) not later than 12:00 p.m. New York City time three Business Days prior to the requested day of any Borrowing, conversion or continuation of Eurocurrency Rate Loans (or one Business Day in the case of any Borrowing of Eurocurrency Rate Loans to be made on the Closing Date) or (2) not later than 10:00 a.m. New York City time one Business Day prior to the requested day of any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent and the Multicurrency Revolving Lenders), (y) in the case of a Borrowing denominated in Euros or Pounds Sterling, not later than 11 a.m. London time, three Business Days prior to the requested day of any Borrowing, conversion or continuation of Eurocurrency Rate Loans (or one Business Day in the case of any Borrowing of such Eurocurrency Rate Loans to be made on the Closing Date) and (z) in the case of a Borrowing denominated in an Alternative Currency other than Canadian Dollars, Euros or Pounds Sterling, not later than the Applicable Time (or one Business Day in the case of any Borrowing of such Eurocurrency Rate Loans to be made on the Closing Date); provided, however, that if the applicable Borrower wishes to request LIBO Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower must be received by the Administrative Agent (x) with respect to Loans denominated in U.S. Dollars or Canadian Dollars, not later than 11:00 12:00 p.m. New York City time, five Business Days prior to the requested date of such Borrowing, conversion or continuation, (y) with respect to Loans denominated in Euros or Pounds Sterling, not later than 11 a.m. four London time, five Business Days prior to the requested date of such Borrowing, conversion or continuation and (z) with respect to Loans denominated in an Alternative Currency other than Canadian Dollars, Euros or such Pounds Sterling, not later time as is acceptable to than the Administrative Agent)Applicable Time, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) (x) with respect to Loans denominated in U.S. Dollars or Canadian Dollars, not later than 10:00 a.m. three New York City time four Business Days before the requested date of such Borrowing, (y) with respect to Loans denominated in Euros or Pounds Sterling, not later than 10:00 a.m. London time four Business Days before the requested date of such Borrowing conversion or continuationcontinuation and (z) with respect to with respect to Loans denominated in an Alternative Currency other than Canadian Dollars, Euros or Pounds Sterling, not later than the Applicable Time, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (SB/RH Holdings, LLC)

Requests for Borrowings. Each To request a Revolving Facility Borrowing, each conversion the Borrower shall notify the Administrative Agent of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice such request by delivering a written Borrowing Request signed by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date which may be conditioned on delivered electronically) (a) in the closing case of the Acquisition and a Term Benchmark Borrowing (yother than a Term Benchmark Borrowing denominated in Yen) to be made in connection with any acquisitionor Daily Simple SOFR Borrowing, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, New York City time, three U.S. Government Securities Business Days prior to before the requested day date of any Borrowing ofthe proposed Borrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any Borrowing of LIBO Rate Loans to be made an ABR Borrowing, not later than 10:00 a.m. New York City time, on the Closing Date) and (ii) on U.S. Government Securities Business Day of the requested date of any proposed Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time shorter period as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent may agree), (c) in the case of an RFR Borrowing denominated in Pound Sterling, not later than 11:00 a.m. 12:00 noon, New York City time, four RFR Business Days before the date of the proposed Borrowing, (d) in the case of an RFR Borrowing denominated in Swiss Francs, not later than 12:00 noon, New York City time, four RFR Business Days before the date of the proposed Borrowing and (e) in the case of a Term Benchmark Borrowing denominated in Yen, not later than 12:00 noon, New York City time, four U.S. Government Securities Business Days before the date of the proposed Borrowing ; provided that, (i) to request a Term Benchmark, Daily Simple SOFR or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request in writing (which may be delivered electronically) not later than 5:00 p.m., New York City time, one U.S. Government Securities Business Day prior to the requested date of such Borrowing, conversion or continuation Closing Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt may agree), (ii) any such notice of an ABR Borrowing to finance the appropriate Lenders reimbursement of such request and determine whether the requested Interest Period is acceptable to them and (Ban L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m. three Business Days before 12:00 noon, New York City time, on the requested date of such the proposed Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to so long as such day is a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the BorrowerBusiness Day. Each such telephonic Borrowing Request shall be irrevocable and (iii) any such notice of a Borrowing of any Incremental Revolving Loan may be given at such time as provided in the applicable Incremental Assumption Agreement. Revolving Loans may be ABR Loans, Term Benchmark Loans (in the case of any such Revolving Loans denominated in Dollars, Euros, Canadian dollars or Yen) or RFR Loans (in the case of any such Revolving Loans denominated in Dollars or in an Alternate Currency other than Euros, Canadian dollars or Yen), as further provided herein. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Apollo Asset Management, Inc.)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Term Borrowing of LIBO that is an Adjusted Eurocurrency Rate Loans Borrowing to be made on the Closing Date) and or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and, (ii) on 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing or continuation of Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (iii) 2:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Loans having an Interest Period of other than oneone (1), twotwo (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four (4) Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Requests for Borrowings. Each BorrowingBorrowing in respect of any Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Additional Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Merger and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) U.S. Government Securities Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate SOFR Loans (or 12:00 p.m. one (1) U.S. Government Securities Business Day in the case of any Borrowing of LIBO Rate SOFR Loans to be made on the Closing Date) and or (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that (x) if the Borrower wishes to request LIBO Rate Initial Delayed Draw Term Loans, the applicable notice from the Borrower must be received by the Administrative Agent not later than (i) 2:00 p.m. three (3) U.S. Government Securities Business Days prior to the requested date of such Borrowing of SOFR Loans or (ii) 2:00 p.m. one (1) Business Day to prior the requested date of such Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and (y) if the Borrower wishes to request SOFR Loans having an Interest Period of other than oneone (1), twotwo (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) U.S. Government Securities Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. three (3) U.S. Government Securities Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Hillman Solutions Corp.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Transactions and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Security Agreement (Isos Acquisition Corp.)

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Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO SOFR Loans or Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, such Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO SOFR Loans or Eurocurrency Rate Loans (or 12:00 p.m. one (x) 15 Business Day Days in the case of any Borrowing of LIBO Rate Initial Euro Term Loans to be made on the Closing Date and (y) 12 Business Days in the case of any Borrowing of Initial Dollar Term Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loansor 12 Business Days in the case of any Borrowing of ABR Term Loans to be made on the Closing Date) (or, in each case, such later time as shall be reasonably acceptable to the Administrative AgentConsent Party); provided, however, that if the Borrower wishes to request LIBO SOFR Loans or Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative AgentConsent Party), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)

Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower Representative to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on and/or the Closing Date may be conditioned on the closing of the Acquisition and (y) Revolving Loan Borrowing to be made in connection with any acquisitionPermitted Acquisition, permitted Investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or in the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower Representative and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans or BA Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Adjusted Eurocurrency Rate Loans or BA Rate Loans to be made on the Closing Restatement Date) and (ii) on 10:00 a.m. one Business Day prior to the requested date day of any Borrowing of or conversion to ABR Loans or Canadian Prime Rate Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower Representative wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in clause (x) of the definition of “Interest Period,” (A) the applicable notice from the Borrower Representative must be received by the Administrative Agent not later than 11:00 a.m. four 12:00 p.m. five Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall promptly notify the Borrower Representative whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 1 contract

Samples: Pledge and Security Agreement (Nuvei Corp)

Requests for Borrowings. Each To request a Borrowing, each conversion the Borrower shall notify the Lead Administrative Agent of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon such request by irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing given by a Borrowing Request or by telephone (and promptly confirmed in writing) and provided, that, any telephonic notice must be received confirmed immediately by delivery to the Lead Administrative Agent of a Borrowing Request) (by hand deliverya) in the case of a Eurocurrency Borrowing denominated in Dollars, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. noon, Local Time, three (i3) three Business Days prior to before the requested day date of any Borrowing ofsuch proposed Borrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 12:00 noon, Local Time, four (4) Business Days (or five (5) Business Days in the case of LIBO Rate Loans to be made on a Special Notice Currency) before the Closing Date) and (ii) on the requested date of any the proposed Borrowing or (c) in the case of or conversion to an ABR Loans Borrowing, not later than 12:00 noon, New York City time, one (other than Swingline Loans1) (or, in each case, such later time as shall be acceptable to Business Day before the Administrative Agent)date of the proposed Borrowing; provided, howeverthat, that if the Borrower wishes to request LIBO Rate Loans a Eurocurrency Borrowing having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Lead Administrative Agent not later than 11:00 a.m. 12:00 noon, Local Time, (i) in the case of a Eurocurrency Borrowing denominated in Dollars, four (4) Business Days prior to before the requested date of such Borrowingproposed Borrowing or (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, conversion or continuation five (5) Business Days (or such later time as is acceptable to six (6) Business Days in the Administrative Agent)case of a Special Notice Currency) before the date of the proposed Borrowing, whereupon the Lead Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 12:00 noon, Local Time, (A) three (3) Business Days before the requested date of such BorrowingEurocurrency Borrowing denominated in Dollars, conversion or continuation(B) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Eurocurrency Borrowing denominated a Foreign Currency, the Lead Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: (1) the aggregate amount of the requested Borrowing; (2) the date of such Borrowing, which shall be a Business Day; (3) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (4) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Exhibit 10.50 Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period;” and (5) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Lead Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Appears in 1 contract

Samples: Credit Agreement (Intuit Inc)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Additional Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one two Business Day Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Security Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to or the applicable Co-Borrower shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request in writing or by telephone (and promptly confirmed a) in writing) and must be received by the Administrative Agent (by hand deliverycase of a SOFR Borrowing, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, Local Time, three U.S. Government Securities Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to an ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Local Time, on the Business Days before Day of the requested proposed Borrowing; provided, that (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of such the proposed Borrowing, conversion or continuation(ii) to request a SOFR Borrowing on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower and/or the applicable Co-Borrower shall notify the Administrative Agent of such request in writing no later than 12:00 noon, Local Time, one U.S. Government Securities Business Day prior to the Sixteenth Incremental Assumption and Amendment Agreement Effective Date and (iii) to request an ABR Borrowing on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower and/or the applicable Co-Borrower shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation Administrative Agent of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered such request in writing no later than 12:00 noon, Local Time, one Business Day prior to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Sixteenth Incremental Assumption and signed by a Responsible Officer of the BorrowerAmendment Agreement Effective Date. Each such telephonic and Borrowing Request shall be irrevocable. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing of a Revolving Loan, each conversion the Company (on its own behalf or on behalf of Loans from one Type to the other, and each continuation of LIBO Rate Loans applicable Borrower) shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or request (a) by irrevocable repayment, redemption or refinancing of such Indebtedness). Each such written notice must be (via a written Borrowing Request in writing or by telephone (and promptly confirmed in writing) and must be received a form approved by the Administrative Agent and signed by the Company (on its own behalf or on behalf of the applicable Borrower) promptly followed by hand deliverytelephonic confirmation of such request), fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. 11:00 a.m., Local Time, (ix) three two (2) Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any a Term SOFR Borrowing) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf), (y) three (3) Business Days (in the case of LIBO a Foreign Currency Term Rate Loans to be made on the Closing DateBorrowing (other than Australian Dollars) or a Foreign Currency Daily Rate Borrowing) and (iiz) on four (4) Business Days (in the requested date case of any a Foreign Currency Term Rate Borrowing of or conversion to ABR Loans (other than Swingline Loans) (ordenominated in Australian Dollars), in each casecase before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later time as shall be acceptable to than 10:00 a.m., New York City time, on the Administrative Agent)date of the proposed Borrowing; provided, howeverfurther, that if the Borrower wishes to request LIBO Rate Term SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. a.m., Local Time, four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., Local Time, three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate LendersLenders and the Administrative Agent. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Request in a form approved by the Administrative Agent and signed by a Responsible Officer the Company (on its own behalf or on behalf of the applicable Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Heidrick & Struggles International Inc)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or an Incremental Term Borrowing, each conversion the Borrower shall notify the Administrative Agent of Loans from one Type to such request in writing in the other, and each continuation form of LIBO Rate Loans shall be made upon irrevocable notice a Borrowing Request signed by the Borrower to by hand delivery or electronic means (a) in the Administrative Agent (provided that notices in respect case of any Borrowings a SOFR Borrowing, not later than 12:00 noon, Local Time, (x) to be made on the Closing Date may be conditioned on the closing at least five (5) Business Days in advance of the Acquisition proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone at least fifteen (and promptly confirmed in writing15) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to in advance of the requested day of any proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day Date in the case of any a Revolving Facility Borrowing of LIBO Rate Loans in an amount greater than or equal to be made on the Closing Date$5,000,000 or (b) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition case of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent an ABR Borrowing, not later than 11:00 a.m. four Local Time, (x) at least five (5) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 provided, that, (i) to request a SOFR Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request in writing (which may be by electronic means) not later than 5:00 p.m., Local Time, one Business Day prior to the requested date of such Borrowing, conversion or continuation Closing Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them may agree), and (Bii) not later than 10:00 a.m. three Business Days before the requested date any such notice of an Incremental Term Borrowing may be given at such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent time as provided in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrowerapplicable Incremental Assumption Agreement. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement12 (Chicken Soup for the Soul Entertainment, Inc.)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 10:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Wanda Sports Group Co LTD)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower)) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate RateTerm SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing completion of the Acquisition IPO and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate RateTerm SOFR Loans or conversion to ABR Loans (or 12:00 p.m. 11:00 a.m. one Business Day prior in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate RateTerm SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Reynolds Consumer Products Inc.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to or the applicable Co-Borrower shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request in writing or by telephone (and promptly confirmed a) in writing) and must be received by the Administrative Agent (by hand deliverycase of a SOFR Borrowing, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, Local Time, three U.S. Government Securities Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to an ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Local Time, on the Business Days before Day of the requested proposed Borrowing; provided, that (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of such the proposed Borrowing, conversion or continuation(ii) to request a SOFR Borrowing on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower and/or the applicable Co-Borrower shall notify the Administrative Agent of such request in writing no later than 12:00 noon, Local Time, one U.S. Government Securities Business Day prior to the Fifteenth Incremental Assumption and Amendment Agreement Effective Date and (iii) to request an ABR Borrowing on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower and/or the applicable Co-Borrower shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation Administrative Agent of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered such request in writing no later than 12:00 noon, Local Time, one Business Day prior to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Fifteenth Incremental Assumption and signed by a Responsible Officer of the BorrowerAmendment Agreement Effective Date. Each such telephonic and Borrowing Request shall be irrevocable. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Term Borrowing of LIBO that is an Adjusted Eurocurrency Rate Loans Borrowing to be made on the Closing Date) and or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans, (ii) on 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing or continuation of Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (iii) 2:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four (4) Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices in respect of any Term Loan Borrowings and/or Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date or the First Amendment Effective Date) and ), (ii) 11:00 a.m. one Business Day prior to the requested date of any Borrowing of ABR Loan (other than a Swingline Loan), (iii) 10:00 a.m. on the requested date of any Borrowing of or any Swingline Loan and (iv) 11:00 a.m. one Business Day prior to the requested date of any conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Credit Agreement (Olaplex Holdings, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices or in respect the case of any Borrowings (x) Swingline Loans, to be made on the Closing Date may be conditioned on Swingline Lender with a copy to the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such IndebtednessAdministrative Agent). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand deliveryor in the case of Swingline Loans, fax or other electronic transmission (including “.pdf” or “.tif”)to the Swingline Lender with a copy to the Administrative Agent) not later than 12:00 (a) 1:00 p.m. (i) three two Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in Dollars (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Revolving Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars to be made on the Closing Date) and or (iiiii) on the requested date of any Borrowing of or conversion to ABR Revolving Loans (other than but excluding Swingline Loans) or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent)) or (b) 2:30 p.m. on the requested date of any Borrowing of Swingline Loans; provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, twotwo (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate relevant Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented available to by all the appropriate relevant Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Patent Security Agreement (PQ Group Holdings Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing of the Term Loan on the Closing Date, each a conversion of Loans from one Type to the other, and each other or a continuation of LIBO Rate Loans shall be made upon irrevocable notice by Eurocurrency Loans, the Borrower to shall irrevocably notify the Administrative Agent of such request by a written Borrowing Request in a form attached hereto as Exhibit C or such other form as may be approved by the Administrative Agent (provided that notices in respect of including any Borrowings (x) to form on an electronic platform or electronic transmission system as shall be made on approved by the Closing Date may be conditioned on the closing Administrative Agent), appropriately completed and signed by a Responsible Officer of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Borrower. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and Borrowing Request must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. noon (i) three Business Days prior to the requested day date of any the Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans (or 12:00 p.m. one Business Day in the case of any Borrowing conversion of LIBO Rate Eurocurrency Loans to be made on the Closing Date) Base Rate Loans, and (ii) on the requested date of any the Borrowing of or conversion to ABR Loans (other than Swingline Base Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. noon four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)of Eurocurrency Loans, whereupon the Administrative Agent shall give prompt notice to the appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate applicable Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Loan Credit Agreement (Upjohn Inc)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate RateTerm SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate RateTerm SOFR Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate RateTerm SOFR Loans to be made on the Closing Date) and (ii) except in the case of any Swingline Loan, 10:00 a.m. on the Business Day of the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent) (provided that with respect to any notice requesting a Revolving Borrowing pursuant to this clause (ii) that is not received prior to 10:00 a.m. on the Business Day prior to the requested date of such Revolving Borrowing, the aggregate principal amount of such Revolving Borrowing shall not exceed $10,000,000); provided, however, that if the Borrower wishes to request LIBO Rate RateTerm SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Requests for Borrowings. Each To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or request by telephone (and promptly confirmed a) in writing) and must be received by the Administrative Agent (by hand deliverycase of a LIBOR Borrowing denominated in US Dollars, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. 11:00 a.m., New York City time, three (i3) three Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any LIBOR Borrowing of LIBO Rate Loans denominated in US Dollars to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later shorter period of time as shall may be acceptable agreed to by the Administrative Agent), (b) in the case of a LIBOR Borrowing denominated in an Alternative Currency, not later than 11:00 a.m., New York City time, four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) before the date of the proposed Borrowing, or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided, howeverthat, that if the such Borrower wishes to request LIBO Rate LIBOR Loans having an Interest Period of other than one1, two2, three 3 or six 6 months in duration as provided in the definition of “Interest Period,” (A) other than in the case of the Non-Standard Interest Period), the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time, (w) four (4) Business Days prior to the requested date of such BorrowingLIBOR Borrowing denominated in US Dollars, conversion or continuation (x) five (5) Business Days (or such later time as is acceptable six (6) Business Days in the case of a Special Notice Currency) prior to the Administrative Agent)requested date of such LIBOR Borrowing denominated in an Alternative Currency, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and (B) and, not later than 10:00 a.m. 11:00 a.m., New York City time, (y) three (3) Business Days before the requested date of such BorrowingLIBOR Borrowing denominated in US Dollars, conversion or continuation(z) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such LIBOR Borrowing denominated in an Alternative Currency, the Administrative Agent shall notify the such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 request shall be delivered irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic request and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Revolving Credit Agreement (CDK Global, Inc.)

Requests for Borrowings. Each To request a Borrowing, each conversion the Borrower shall notify the Lead Administrative Agent of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon such request by irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing given by a Borrowing Request or by telephone (and promptly confirmed in writing) and provided, that, any telephonic notice must be received confirmed immediately by delivery to the Lead Administrative Agent of a Borrowing Request) (by hand deliverya) in the case of a Eurocurrency Borrowing denominated in Dollars, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. noon, Local Time, three (i3) three Business Days prior to before the requested day date of any Borrowing ofsuch proposed Borrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 12:00 noon, Local Time, four (4) Business Days (or five (5) Business Days in the case of LIBO Rate Loans to be made on a Special Notice Currency) before the Closing Date) and (ii) on the requested date of any the proposed Borrowing or (c) in the case of or conversion to an ABR Loans Borrowing, not later than 12:00 noon, New York City time, one (other than Swingline Loans1) (or, in each case, such later time as shall be acceptable to Business Day before the Administrative Agent)date of the proposed Borrowing; provided, howeverthat, that if the Borrower wishes to request LIBO Rate Loans a Eurocurrency Borrowing having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) ”, the applicable notice from the Borrower must be received by the Lead Administrative Agent not later than 11:00 a.m. 12:00 noon, Local Time, (i) in the case of a Eurocurrency Borrowing denominated in Dollars, four (4) Business Days prior to before the requested date of such Borrowingproposed Borrowing or (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, conversion or continuation five (5) Business Days (or such later time as is acceptable to six (6) Business Days in the Administrative Agent)case of a Special Notice Currency) before the date of the proposed Borrowing, whereupon the Lead Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 12:00 noon, Local Time, (A) three (3) Business Days before the requested date of such BorrowingEurocurrency Borrowing denominated in Dollars, conversion or continuation(ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Eurocurrency Borrowing denominated a Foreign Currency, the Lead Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: (1) the aggregate amount of the requested Borrowing; (2) the date of such Borrowing, which shall be a Business Day; (3) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (4) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (5) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Lead Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. CHAR1\1449231v6

Appears in 1 contract

Samples: Credit Agreement (Intuit Inc)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Eurodollar Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Eurodollar Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Eurodollar Rate Loans to be made on the Closing Date) and (ii) on 11:00 a.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Eurodollar Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them approved by each Lender and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to is approved by all each of the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any Eurodollar Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section 2.02:2.03.

Appears in 1 contract

Samples: Term Loan Agreement (Daseke, Inc.)

Requests for Borrowings. (a) Each BorrowingBorrowing (other than Borrowings of Swingline Loans with respect to which this Section 2.03 shall not apply), each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Eurocurrency Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date Agent, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)given by telephone. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four 12:00 noon, New York City time, (i) three (3) Business Days prior to the requested date of such Borrowing, conversion any Borrowing or continuation of Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and ii) four (B4) not later than 10:00 a.m. three Business Days before prior to the requested date of such Borrowingany Borrowing or continuation of Eurocurrency Loans denominated in an Alternative Currency, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not and (iii) on the requested Interest Period has been consented to by all the appropriate Lendersdate of any Borrowing of ABR Loans. Each written telephonic notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall 2.03(a) must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and written 2.04(c), each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the following information Borrower is requesting a Borrowing of Tranche A Term Loans, Tranche X Term Loans or Revolving Loans, a conversion of Term Loans or Revolving Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in compliance which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Loans are to be converted, and (vi) if applicable, the duration of the Interest Period with Section 2.02:respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in an Alternative Currency, in which case it shall be made or continued as a Eurocurrency Loan with an Interest Period of one month). Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified in a Borrowing Request, the requested Borrowing shall be in Dollars.

Appears in 1 contract

Samples: Credit Agreement (Nasdaq Omx Group, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower Company to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of any Borrowings (x) borrowings to be made on the Closing Date may be conditioned on the closing of the Acquisition Transactions and (y) to be made any borrowing in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans or conversion to ABR Loans (or 12:00 p.m. 11:00 a.m. one Business Day prior in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower Company wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Company whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower Company pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Victoria's Secret & Co.)

Requests for Borrowings. Each Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Rate Revolving Loans shall be made upon irrevocable notice by the Borrower Representative to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower Representative or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower Representative) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Revolving Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Revolving Loans to be made on the Closing Date), (ii) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of CDOR Rate Revolving Loans (or one Business Day in the case of any Borrowing of CDOR Rate Revolving Loans to be made on the Closing Date) and (iiiii) 10:00 a.m. on the requested date of any Borrowing of or conversion to ABR Alternate Base Rate Revolving Loans (other than Swingline Loans) or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower Representative wishes to request LIBO Rate Revolving Loans or CDOR Rate Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower Representative must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Representative whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an Alternate Base Rate Borrowing (if denominated in US Dollars) or confirmation of telephonic notice) a Canadian Prime Rate Borrowing (if denominated in Canadian Dollars). If no Interest Period is specified with respect to any requested LIBO Rate Borrowing or CDOR Rate Borrowing, then the Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any Borrowing, then any applicable US Borrower shall be deemed to have requested a Borrowing by in US Dollars and any applicable Canadian Borrower shall be deemed to have requested a Borrowing in Canadian Dollars. The Administrative Agent shall advise each Lender of the Borrower pursuant details and amount of any Revolving Loan to be made as part of the relevant requested Borrowing (x) in the case of any Alternate Base Rate Borrowing or Canadian Prime Rate Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing or CDOR Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Credit Agreement (iFit Health & Fitness Inc)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one two Business Day Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Security Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. (a) Each Revolving Loan Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of LIBO BSBY Rate Loans shall be made upon irrevocable notice by the Lead Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Loan Notice (provided that notices in respect of any Borrowings Revolving Loan Borrowing (x) to be made in connection with the Mergers on the Closing Date Date, may be conditioned on the closing of the Acquisition Transactions, subject to delivery by the Borrower of a funding indemnity letter, and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness or other transactions or events, in each case, may be conditioned on the closing closing, of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repaymentrepayment or redemption of Indebtedness, redemption or refinancing consummation of such Indebtednesstransaction or occurrence of such events, in each case subject to Section 2.16). Each such notice must be in writing the form of a Loan Notice, as the case may be, appropriately completed and signed by a Responsible Officer of the Lead Borrower or by telephone (and promptly confirmed in writingby delivery of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) three 1:00 p.m. two (2) Business Days prior to the requested day date of any Borrowing of, conversion to of or continuation of LIBO BSBY Rate Loans (or 12:00 p.m. one Business Day in the case of any BSBY Rate Borrowing of LIBO Rate Loans to be made on the Closing Date) or any conversion of Base Rate Loans to BSBY Rate Loans, and (ii) on 1:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Base Rate Loans (other than Swingline Loans) ), (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 1 contract

Samples: Credit Agreement (BigBear.ai Holdings, Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing of a Revolving Loan, each conversion the Company (on its own behalf or on behalf of Loans from one Type to the other, and each continuation of LIBO Rate Loans applicable Borrower) shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or request (a) by irrevocable repayment, redemption or refinancing of such Indebtedness). Each such written notice must be (via a written Borrowing Request in writing or by telephone (and promptly confirmed in writing) and must be received a form approved by the Administrative Agent and signed by the Company (on its own behalf or on behalf of the applicable Borrower) promptly followed by hand deliverytelephonic confirmation of such request), fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. 11:00 a.m., Local Time, (ix) three two (2) Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any a EurocurrencyTerm SOFR Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf), (y) three (3) Business Days (in the case of LIBO a Foreign Currency Term Rate Loans to be made on the Closing DateBorrowing (other than Australian Dollars) or a Foreign Currency Daily Rate Borrowing) and (iiz) on four (4) Business Days (in the requested date case of any a Foreign Currency Term Rate Borrowing of or conversion to ABR Loans (other than Swingline Loans) (ordenominated in Australian Dollars), in each casecase before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later time as shall be acceptable to than 10:00 a.m., New York City time, on the Administrative Agent)date of the proposed Borrowing; provided, howeverfurther, that if the Borrower wishes to request LIBO Rate Term SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. a.m., Local Time, four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., Local Time, three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate LendersLenders and the Administrative Agent. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Request in a form approved by the Administrative Agent and signed by a Responsible Officer the Company (on its own behalf or on behalf of the applicable Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Heidrick & Struggles International Inc)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the Business Day of the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent) (provided that with respect to any notice requesting a Revolving Borrowing pursuant to this clause (ii) that is not received prior to 12:00 p.m. on the Business Day prior to the requested date of such Revolving Borrowing, the aggregate principal amount of such Revolving Borrowing shall not exceed $10,000,000); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Requests for Borrowings. Each To request a Revolving Borrowing or a Tranche A Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans relevant Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or request by telephone (and promptly confirmed in writinga) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (ora Eurocurrency Borrowing, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowinga.m., conversion or continuation New York City time (or such later time as if the request is acceptable to the Administrative Agentdelivered in London, 11:00 a.m., London time), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such the proposed Borrowing or (b) in the case of an ABR Borrowing, conversion or continuationnot later than 11:00 a.m., New York City time, one Business Day before the Administrative Agent shall notify date of the Borrower whether or proposed Borrowing; provided that any such notice of an ABR Domestic Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 10:00 a.m., New York City time, on the requested Interest Period has been consented to by all date of the appropriate Lendersproposed Borrowing. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and shall be confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Request in a form approved by the Administrative Agent and (x) signed by the Parent Borrower and, in the case of Borrowings by a Responsible Officer Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:2.2: (i) the Borrower requesting such Borrowing (and be signed on behalf of such Borrower); (ii) the Class and Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6; and (vii) the currency of such Borrowing (which shall be in Dollars in the case of Tranche A Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Appears in 1 contract

Samples: Credit Agreement (SPX Corp)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans in Dollars to be made on the Closing Date or the First Amendment Effective Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the currency of the requested Borrowing is specified, then the Borrower shall be deemed to have selected a Borrowing by in Dollars. The Administrative Agent shall advise each Lender of the Borrower pursuant details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Credit Agreement (Dragoneer Growth Opportunities Corp.)

Requests for Borrowings. Each Loan Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing in the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Assignment and Assumption (Shift4 Payments, Inc.)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Rate Adjusted Term SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) (provided, however, that if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (or 12:00 ii) 2:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans prior to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Adjusted Term SOFR Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four (4) Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Requests for Borrowings. Each (a) To request a U.S. Revolving Facility Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Company shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent of such request by delivering a U.S. Borrowing Request (provided that notices a) in respect the case of any Borrowings (x) to be made on a Term SOFR Borrowing, not later than 11:00 a.m., Local Time, two Business Days before the Closing Date may be conditioned on the closing date of the Acquisition and proposed Borrowing or (yb) to be made in connection with any acquisitionthe case of an ABR Borrowing, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofnoon, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. Local Time, one Business Day in before the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent)proposed Borrowing; provided, howeverthat any such notice of an ABR Borrowing to finance the reimbursement of an L/C – BA Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing; provided, further, that if the Borrower Company wishes to request LIBO Rate Term SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (Ax) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. a.m., Local Time, four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate U.S. Revolving Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and (By) not later than 10:00 a.m. 11:00 a.m., Local Time, three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate LendersU.S. Revolving Lenders and the Administrative Agent. Each written notice (or confirmation of telephonic notice) with respect to a such Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered to irrevocable and in a form approved by the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each such telephonic and written U.S. Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Revolving Credit Agreement (Berry Global Group, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (( provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)

Requests for Borrowings. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Eurocurrency Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date Agent, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)given by telephone. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 noon, New York City time, three (3) Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (or ii) 12:00 p.m. one noon, New York City time, four (4) Business Day in Days prior to the case requested date of any Borrowing or continuation of LIBO Rate Eurocurrency Loans to be made on the Closing Datedenominated in an Alternative Currency, (iii) and (ii) 11:00 a.m., New York City time, on the requested date of any Borrowing of or conversion to ABR Loans under the Revolving A Facility, (other than Swingline Loansiv) 3:00 p.m., New York City time, on the requested date of any Borrowing of ABR Loans under the Revolving B Facility (orprovided that any notice provided after 3:00 p.m., in each caseNew York City time, such later on any day will be deemed to have been provided at 8:00 a.m., New York City time as shall be acceptable to on the Administrative Agentnext Business Day); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans (other than Eurocurrency Loans, if any, made on the Closing Date) having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written telephonic notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall 2.03(a) must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.05, each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the following information Borrower is requesting a Borrowing of Revolving Loans, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in compliance which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Revolving Loans are to be converted and (vi) if applicable, the duration of the Interest Period with Section 2.02:respect thereto, (vii) under which Facility the Borrowing is to be made (or whether the aggregate amount of the Loans requested should be divided between the Facilities on a pro rata basis). If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in an Alternative Currency, in which case it shall be made or continued as a Eurocurrency Loan with an Interest Period of one month). Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified in a Borrowing Request, the requested Borrowing shall be in Dollars.

Appears in 1 contract

Samples: Credit Agreement (Nasdaq, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans or Term SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Closing Date and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly immediately confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three 11:00 a.m. threetwo (2) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate RateTerm SOFR Loans denominated in Dollars (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Initial Term Loans in Dollars to be made on the Closing Date or two Business Days in the case of any Borrowing of LIBO Rate Revolving Loans to be made on the Closing Date) and ), (ii) 11:00 a.m. four (4) Business Days prior to the requested day of any Borrowing, conversion to or continuation of LIBO Rate Loans or RFR Loans denominated in a Revolving Alternative Currency and (iii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans or Term SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall promptly notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (or confirmation of telephonic noticex) with respect to a Loan in Dollars, an ABR Loan, (y) with respect to a Loan in any RevolverRevolving Alternative Currency other than British Pounds Sterling, a LIBORelevant Rate Loan Borrowing by or LIBO Rate Borrowing, as applicable, with a one month Interest Period and (z) with respect to a Loan in British Pounds Sterling, aan RFR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing or Relevant Rate Borrowing, then the Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the currency of the requested Borrowing is specified, then the Borrower shall be deemed to have selected a Borrowing in Dollars. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, Term SOFR Borrowing or RFR Loan, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section 2.02:2.03.

Appears in 1 contract

Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)

Requests for Borrowings. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Benchmark Loans shall be made upon irrevocable the Borrower’s notice by the Borrower to the Administrative Agent Agent, which may be given by telephone (provided that notices which notice, in respect the case of any Borrowings (x) to be made on the Closing Date initial Borrowing, may be conditioned on the closing occurrence of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such IndebtednessFunding Date). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three 12:00 noon, New York City time, two (2) Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Benchmark Loans (denominated in Dollars or 12:00 p.m. one Business Day in the case any conversion of any Borrowing of LIBO Rate ABR Loans to be made on the Closing Date) Benchmark Loans, and (ii) 11:00 a.m., New York City time, on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orprovided that any notice provided after 3:00 p.m., in each caseNew York City time, such later on any day will be deemed to have been provided at 10:00 a.m., New York City time as shall be acceptable to on the Administrative Agentnext Business Day); provided, however, that if the Borrower wishes to request LIBO Rate Benchmark Loans (other than Benchmark Loans, if any, made on the Funding Date) having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such BorrowingBorrowing (or such shorter period as the Administrative Agent may agree with respect to the Borrowing on the Funding Date), conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written telephonic notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall 2.03(a) must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing RequestRequest (which notice may be conditioned on the occurrence of the Funding Date), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Benchmark Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the following information Borrower is requesting a Borrowing of Loans, a conversion of Loans from one Type to the other, or a continuation of Benchmark Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in compliance a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, ABR Loans. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with Section 2.02:respect to the applicable Benchmark Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Benchmark Loans in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Nasdaq, Inc.)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. 11:00 a.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Hillman Companies Inc)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 10:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Wanda Sports Group Co LTD)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Parent Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Parent Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate relevant Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented available to by all the appropriate relevant Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower Borrowers pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Parent Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Patent Security Agreement (PQ Group Holdings Inc.)

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